Interesting Reads Archive

Some interesting legal reads for the week of March 31, 2014:

• A speech from the SEC’s Director of Corporate Finance about recent developments, including the new general solicitation rules.  And here’s a blog post by Steve Quinliven summarizing and analyzing the speech.
• Another speech by Jeremy C. Stein, a Governor of the Federal Reserve, noting crowdfunding as potentially having a role in community development projects, not just tech startups, movies and the like.
• Though having said that, here’s an example of a movie funded by accredited investor-crowdfunding.

Some interesting legal reads for the week of March 24, 2014:

• Further to my recent post on risk factors, here’s an intriguing idea from Keith Paul Bishop on standardizing some risk factors.

• Jim Hamilton reports on a pending bill that would eliminate the XBRL financial statement requirement for smaller public companies.

• Recent public comments from SEC Chair Mary Jo White in her speech:  “Protecting the retail investor”. She talked about key topics such as investor protection, investment advisor/broker-dealer issues, and the JOBS Act initiatives.

Some interesting legal reads for the week of March 17, 2014:

• A debate between Lucian Bebchuk of Harvard and the folks at Wachtell Lipton about the legality of poison pill plans.

• The number of students taking the LSATs is on the rise again. According to the Law School Council the number of law school admission tests administered in February was up from the previous year..

• Some criticism of the angel funding reality show Shark Tank.  It always drives me nuts watching the show that they don’t negotiate anything other than price and percentage stake.

• How the Affordable Care Act can encourage entrepreneurship by eliminating “job lock.” The U.S. system of employer-provided health care deterred people from quitting a job to start their own business, but with the ACA this problem has found its solution while creating jobs in the process.

Some interesting legal reads for the week of March 10, 2014:

• Some skepticism from DealBook’s The Deal Professor about theories of rampant insider trading among SEC staffers.

• Findings from Prof. Steven Davidoff (here not in his capacity as The Deal Professor) that newly-public small companies struggle to succeed in comparison to their larger brethren.

• A study of staggered boards, which finds that companies adopting them have higher shareholder returns following adoption, and more generally challenges the notion that increasing shareholder power is always positive.

• Joe Wallin on the mechanics of actually filing a 83(b) election.

Some interesting legal reads for the week of March 3, 2014:

• DealBook on early examples of hedge funds advertising accredited investor-only offerings, under the new JOBS Act rules.
• MoFo’s Jumpstarter on the comment letter about the Regulation A+ rule proposal by the North American Securities Administrators Association, i.e., the state securities regulators group, who wants to protect its turf and avoid federal preemption of blue sky regulation.
• The WSJ has an update on the SEC’s progress in enacting the crowfunding rules.

Some interesting legal reads for the week of February 24, 2014:

• Advice from a Harvard Law School study for aspiring lawyers to learn accounting and statistics, despite the reputation of law as a career path for smart people who don’t want to do math.
• The oldest existing law firm in the U.S. is not Cadwalader.
• 2013 was a big year for startups in the legal industry, according to Tech Cocktail.

Some interesting legal reads for the week of February 17, 2014:

• DealBook’s The Deal Professor on an attempt to de-decimalize trading of small company stocks.

• Keith Paul Bishop on a recent SEC no-action letter relating to private company M&A brokers.

• The Wall Street Journal on state-level LLC formation fees, including a discussion of New York’s publication requirement, which would be scaled back under a pending bill.

• DealBook on what it terms the “Stealth I.P.O.” – while not inaccurate, the article paints the JOBS Act process for confidentially submitting S-1 registration statements for smaller IPOs as somehow enabling companies to withhold information from investors, though as the article goes on to note, there is a mandatory 21-day period during which the information can be reviewed and digested.

Some interesting legal reads for the week of February 10, 2014:

• Regulation A offerings have become rather uncommon occurrences, and “Regulation A+” rules will change things further. Here’s more about what we can expect from Regulation A, according to Daniel Gorfine, writing for MoFo’s Jumpstarter blog.

• On the NY Times’ DealBook: Fantex, the start-up looking to sell stocks tied to athletes’ future earnings is moving forward with football player IPO’s.

• Also on DealBook, a creative way to permit private company employees to cash out on their stock without (it is hoped) creating securities law issues.  I’m not sure whether this company sought no-action relief from the SEC, but that’s what I would do.

• From the L&W Capital Market Group’s Words of Wisdom blog, the pros and cons of repeating old risk factors from a 10-K in a subsequent 10-Q.  I’m on the side of just including new ones.

Some interesting legal reads for the week of February 3, 2014:

• The SEC issued transitional guidance for Rule 506 offerings commenced before the effective date of the new rules permitting general solicitation.  Here is a summary from Securities News Watch.

• Jim Hamilton’s World of Securities Regulation recaps the House subcommittee hearings on the complexity of complying with the crowdfunding regulations as implemented.

• From the Words of Wisdom Blog by the L&W Capital Markets Group, this summary of the current state of finder regulations (broker-dealer).

• Orly Lobel presents an argument against using non-competes in the Wall Street Journal’s “The Accelerator” blog.

Starting now, I’m introducing a new (hopefully weekly) feature of this blog, where I provide a few links to some outside articles and blog posts that I found interesting.  Here goes:

• Announcements of acquisitions of public companies lead to near-automatic shareholder lawsuits.
• An account of (apparently) the first Regulation D offering using general solicitation under the new rules.
• The SEC issued a report mandated by the JOBS Act on disclosure requirements under Regulation S-K, which applies to public company filings under the Securities Act of 1933 and Securities Exchange Act of 1934.
• A useful reminder that Form Ds, the form filed to report private offerings conducted under Regulation D, are publicly available when filed with the SEC.